BYLAWS

                                       OF

                               EQUITY OIL COMPANY


                                   ARTICLE I
                                  SHAREHOLDERS

         1.01 Annual Meeting.  The  corporation  shall hold an annual meeting of
the  shareholders on the second  Wednesday of May of each year, at such time and
place as  designated  by the board of  directors  for the  purpose  of  electing
directors and for the  transaction  of such other  business as may properly come
before the meeting.  If the annual  meeting cannot be held on the day designated
as provided  herein for any reason or at any adjournment  thereof,  the board of
directors shall cause such meeting to be held as soon thereafter as convenient.

         1.02 Special Meetings.  Special meetings of the  shareholders,  for any
purpose or  purposes,  may be called by the  president  or the  chairman  of the
board, if there be one, or by the board of directors. The corporation shall also
hold a special meeting of the  shareholders in the event it receives one or more
written  demands for the meeting stating the purpose or purposes for which it is
to be held, signed and dated by the holders of shares  representing at least ten
percent  of all  the  votes  entitled  to be cast on any  issue  proposed  to be
considered  at the  meeting.  Special  meetings  shall be held at the  principal
office of the  corporation  or at such  other  place as the board of  directors,
president or chairman of the board, if there be one, may determine.

         1.03  Notice of  Meeting.  Except as  otherwise  required  by law,  the
articles  of  incorporation   or  these  bylaws,   notice  of  each  meeting  of
shareholders stating the date, time and place of the meeting shall be given (and
shall be  effective),  in accordance  with Section 6.03, to each  shareholder of
record  entitled  to vote at such  meeting not less than ten nor more than sixty
days before the date of the meeting, except that if the authorized capital stock
is to be increased,  at least thirty days notice shall be given.  Notice of each
meeting and, if required by law, of each annual  meeting of  shareholders  shall
include a  description  of the  purpose  or  purposes  for which the  meeting is
called.  If a meeting is adjourned to another date,  time or place,  notice need
not be given of the new date,  time or place if the new  date,  time or place is
announced  at the  meeting  at which  the  adjournment  is  taken.  If after the
adjournment  a new record  date is or must be fixed under  Section  1.05 for the
adjourned  meeting,  notice  of the  adjourned  meeting  shall  be given to each
shareholder of record entitled thereto as of the new record date.

         1.04 Waiver of Notice.  A shareholder  may waive any notice required by
law, the articles of incorporation or these bylaws before,  at or after the date
or time  stated in the notice as the date or time when any action  will occur or
has  occurred.  Any such waiver must be in  writing,  signed by the  shareholder
entitled  thereto and delivered to the  corporation for inclusion in the minutes
or filing with the corporate records,  but such delivery and filing shall not be
conditions  to its  effectiveness.  By attending a meeting,  a  shareholder  (a)
waives  objection to lack of notice or defective  notice of such meeting  unless
the shareholder,  at the beginning of the meeting, objects to the holding of the
meeting or the  transacting of business at the meeting because of lack of notice
or defective  notice,  and (b) waives objection to consideration at such meeting
of a  particular  matter not within the  purpose or  purposes  described  in the
notice of such meeting unless,  when the matter is presented for  consideration,
the shareholder objects to its consideration.

         1.05 Record  Date.  In order to make a  determination  of  shareholders
entitled  to notice of or to vote at any  meeting of  shareholders,  entitled to
demand a special meeting of shareholders  pursuant to Section 1.02,  entitled to
take any other action,  entitled to receive a distribution or payment of a share
dividend, or for any other purpose, the board of directors may fix a future date
as the record date for any such  determination of shareholders,  except that the
record date for  determining  shareholders  entitled  to take  action  without a
meeting  pursuant  to  Section  1.12 shall be  determined  as  provided  in such
Section.  A record date fixed under this Section  shall be not more than seventy
and, in the case of a meeting of shareholders,  not less than ten (thirty if the
authorized stock is to be increased) days before the meeting or action requiring
the  determination of shareholders.  Unless otherwise  specified when the record
date is fixed, any such  determination  of shareholders  shall be made as of the
corporation's close of business on the record date.

         If a record date is not otherwise fixed under this Section,  the record
date shall be (a) for the determination of shareholders entitled to notice of or
to vote at a meeting, the day before the first notice of the meeting is given to
shareholders,  (b) for the  determination  of shareholders  entitled to demand a
special meeting pursuant to Section 1.02, the date of the earliest of any of the
demands  pursuant  to which the meeting is called or the date that is sixty days
before  the date the  first of such  demands  is  received  by the  corporation,
whichever is later,  (c) for the  determination  of  shareholders  entitled to a
distribution, payment of a share dividend or for any other purpose determined by
the  board of  directors,  the  date  the  board  of  directors  authorized  the
distribution,  payment or action;  and (d) for the determination of shareholders
for any other purpose, the date the action requiring such determination is first
taken.

         A determination  of  shareholders  entitled to be given notice of or to
vote at any  meeting  of  shareholders  made as  provided  in  this  Section  is
effective for any adjournment  thereof unless the board of directors fixes a new
record  date,  which it must do if the meeting is  adjourned to a date more than
120 days after the date fixed for the original meeting.

         1.06  Shareholders'  List  for  Meeting.   Prior  to  each  meeting  of
shareholders,  the  corporation  shall  prepare  a  list  of  the  names  of the
shareholders who are entitled to be given notice of the meeting.  The list shall
be arranged by voting groups, if there be voting groups,  and within each voting
group by class or series of shares,  shall be alphabetical  within each class or
series and shall show the address of, and the number of shares of each class and
series  that are held by, each  shareholder.  This list shall be kept on file at
the corporation's principal office or at a place identified in the notice of the
meeting in the city where the meeting will be held  beginning the earlier of ten
days  before the meeting for which the list was  prepared or two  business  days
after notice of the meeting is given and continuing through the meeting, and any
adjournment  thereof.  Subject to any  restrictions  and  conditions  imposed or
allowed by law, any  shareholder  or such  shareholder's  agent or attorney,  on
written  demand,  may  inspect or copy the  shareholders'  list for any  purpose
reasonably related to the shareholder's interest as a shareholder during regular
business  hours and  during  the  period it is  available  for  inspection.  The
corporation  shall make the  shareholders'  list  available  at the meeting and,
notwithstanding  the  foregoing,  any  shareholder  or  agent or  attorney  of a
shareholder  may  inspect  the  list  at any  time  during  the  meeting  or any
adjournment.

         1.07 Voting Entitlement of Shares.  Except as otherwise provided by law
or the articles of incorporation  and subject to the provisions of Sections 1.05
and 1.09, each outstanding  share,  regardless of class, is entitled to one vote
on each matter submitted to a vote of shareholders.

         1.08  Quorum.  Except as  otherwise  provided by law or the articles of
corporation,  at all meetings of shareholders,  a majority of the votes entitled
to be cast on a matter shall constitute a quorum for action on such matter. Once
a share is  represented  for any purpose at a meeting,  including the purpose of
determining  that a quorum exists,  it is deemed present for quorum purposes for
the remainder of the meeting and for any  adjournment  of that  meeting,  unless
otherwise  provided in the articles of incorporation or unless a new record date
is or must be fixed for that adjourned meeting as provided in Section 1.05. If a
quorum does not exist the presiding  officer or any shareholder or proxy that is
present at the meeting may  adjourn  the  meeting to a different  date,  time or
place,  and (subject to the next  sentence)  notice need not be given of the new
date,  time or place if the new date,  time or place is announced at the meeting
before adjournment. If a new record date for the adjourned meeting is or must be
fixed pursuant to Section 1.05,  notice of the adjourned  meeting shall be given
pursuant to Section 1.03 to persons that are  shareholders  as of the new record
date. At any adjourned meeting at which a quorum exists, any matter may be acted
upon that could have been acted upon at the meeting originally called; provided,
however, if new notice is given of the adjourned meeting, then such notice shall
state the purpose or purposes of the adjourned  meeting  sufficiently  to permit
action on such matter.

         1.09  Manner  of  Acting.  If a  quorum  is  present  at a  meeting  of
shareholders as required by Section 1.08,  action on a matter is approved if the
votes favoring the action exceed the votes opposing the action, unless a greater
number  of   affirmative   votes,   is  required  by  law  or  the  articles  of
incorporation.   Notwithstanding  the  foregoing  and  unless  the  articles  of
incorporation  provide otherwise,  in the election of directors each shareholder
entitled  to vote at such  election  shall  have the right to vote the number of
shares owned by such  shareholder  for as many persons as there are directors to
be elected,  and for whose election the shareholder has the right to vote. Those
candidates  receiving the highest  number of votes cast in their favor (equal to
the number of directors to be elected) are elected to the board of directors.
Cumulative voting is not allowed.

         1.10 Proxies.  Subject to  applicable  provisions of law, a shareholder
may vote by proxy  appointed by a writing  signed by the  shareholder  or by the
shareholder's duly authorized attorney-in-fact or otherwise appointed as allowed
by law. An  appointment  of a proxy is effective  against the  corporation  when
received by the  corporation  in any manner  permitted by law. An appointment is
effective for 11 months, unless otherwise provided in the appointment form.
         1.11 Organization.  The president shall act as chairman of all meetings
of shareholders.  In the absence of the president, the chairman of the board, if
there be one,  shall act as  chairman.  In the  absence of the  chairman  of the
board,  the vice  president,  if there be one,  shall  act as  chairman  of such
meeting.  In the  absence of the  president,  chairman  of the  board,  and vice
president,  any stockholder or the proxy of any stockholder may call the meeting
to order and a chairman shall be elected.

         The secretary of the corporation shall act as secretary of all meetings
of the stockholders,  but in his absence the chairman of the meeting may appoint
any person to act as secretary thereof.

                                   ARTICLE II
                               BOARD OF DIRECTORS

         2.01  General  Powers.  All  corporate  powers shall be exercised by or
under the authority of, and the business and affairs of the corporation shall be
managed  under the  direction  of, a board of  directors,  except  as  otherwise
provided by law, the articles of incorporation or these bylaws.

         2.02 Number, Tenure and Qualifications.  The number of directors of the
corporation  shall be not less than six nor more than nine, as may be fixed from
time to time  within  such  range  by  resolution  of the  board  of  directors.
Directors  shall be elected at each  annual  meeting  of  shareholders  and hold
office for staggered  terms as provided in the Articles of  Incorporation.  Each
director  shall  hold  office  until the  director's  successor  shall have been
elected and  qualified,  or until the director's  earlier death,  resignation or
removal.  No  decrease  in the  number of  directors  shall  have the  effect of
shortening the term of any incumbent director.  Directors must be the holders of
record  of at  least  one  share of stock in the  company  and  natural  persons
eighteen years of age or older.

         2.03 Removal and  Resignation.  Subject to the rights of the holders of
any series of  preferred  shares then  outstanding,  any  director or the entire
board,  director,  may be  removed  from  office  at any  time,  but only by its
affirmative  vote of the  holders of at least 80% of the voting  power of all of
the shares of the  corporation  entitled to vote for the election of  directors.
Any director may resign at any time by giving  written  notice of resignation to
the  chairman  of the  board,  if there be one,  any other  director  or (if the
director  is not also that  officer) to the  president  or the  secretary.  Such
resignation  shall be  effective  when it is  received  by the  chairman,  other
director, the president or the secretary,  as the case may be, unless the notice
of resignation  specifies a later effective date. Unless otherwise  specified in
the notice of resignation, acceptance of such resignation shall not be necessary
to make it effective.

         2.04  Vacancies.  Any  vacancy  occurring  on the  board of  directors,
including a vacancy  resulting from an increase in the number of directors,  may
be filled by the  directors as provided in the articles of  incorporation  or by
the  shareholders  at an annual meeting or at a special  meeting of shareholders
called for that purpose.  If the directors  remaining in office constitute fewer
than a quorum,  they may fill the vacancy by the affirmative  vote of a majority
of all of those remaining.
         2.05  Meetings.  The board of  directors  may hold  regular  or special
meetings,  in or out of  Colorado.  The  board  of  directors  may  provide,  by
resolution, the time and place for holding regular meetings without other notice
than such resolution. Special meetings may be called by or at the request of the
chairman of the board,  if there be one, or by the  president  or by two or more
directors and shall be held at the principal  office of the  corporation  unless
otherwise specified in the notice of the meeting.

         2.06 Notice.  Notice of each meeting of the board of directors  (except
those regular meetings for which notice is not required) stating the place, date
and time of the meeting  shall be given (and shall be  effective)  in accordance
with Section  6.03,  to all directors at least three days before the date of the
meeting.  The method of notice need not be the same for each  director.  Neither
the  business  to be  transacted  at, nor the purpose of, any regular or special
meeting of the board of  directors  need be specified in the notice or waiver of
notice of such meeting.

         2.07  Waiver of Notice.  A  director  may waive any notice of a meeting
required  by these  bylaws  before,  at or after the date or time of the meeting
stated in the notice.  Except as provided in the next sentence,  any such waiver
must be in writing, signed by the director entitled thereto and delivered to the
corporation for filing with the corporate records,  but such delivery and filing
shall not be  conditions  to its  effectiveness.  A director's  attendance at or
participation  in a meeting  waives any required  notice to such director of the
meeting unless,  at the beginning of the meeting or promptly upon the director's
later  arrival,  the  director  objects to holding  the  meeting or  transacting
business at the meeting  because of lack of notice or defective  notice and does
not thereafter vote for or assent to action taken at the meeting.

         2.08 Quorum and Manner of Acting.  Except as otherwise  may be required
by law,  the  articles  of  incorporation  or these  bylaws,  a majority  of the
directors  fixed in  accordance  with  Section  2.02,  present in person,  shall
constitute a quorum for the  transaction of business at any meeting of the board
of directors.  Except as otherwise required by law, the act of a majority of the
directors  present at a meeting at which a quorum is present shall be the act of
the  board  of  directors.  No  director  may  vote or act by  proxy or power of
attorney at any meeting of directors.

         2.09  Presumption of Assent.  A director who is present at a meeting of
the  board of  directors  at which  action on any  corporate  matter is taken is
deemed to have  assented to all action taken at the meeting  unless the director
(a) objects at the  beginning of the meeting,  or promptly  upon the  director's
arrival, to holding the meeting or transacting  business at the meeting and does
not  thereafter  vote for or  assent to any  action  taken at the  meeting;  (b)
contemporaneously  requests  that his or her  dissent  or  abstention  as to any
specific  action taken be entered in the minutes of the  meeting;  or (c) causes
written  notice of such dissent or  abstention  as to any specific  action to be
received by the  presiding  officer of the  meeting  before  adjournment  of the
meeting or by the  corporation  promptly after  adjournment of the meeting.  The
right of dissent or abstention pursuant to this Section as to specific action is
not available to a director who votes in favor of the action taken.

         2.10  Meetings  by   Telecommunication.   One  or  more  directors  may
participate  in any  meeting of the board by, or the  meeting  may be  conducted
through  the  use  of,  any  means  of  communication  by  which  all  directors
participating can hear each other during the meeting.  Such participation  shall
constitute presence in person at the meeting.

         2.11  Director  Action  without  a  Meeting.  Any  action  required  or
permitted  to be taken at a  meeting  of the  board  of  directors  may be taken
without a meeting if all members of the board consent to such action in writing.
The  action  shall be  deemed to have been so taken by the board at the time the
last director signs a writing describing the action taken,  unless,  before such
time,  any  director  has revoked his or her consent by a writing  signed by the
director  and  received  by the  president  or  secretary  or any  other  person
authorized by the board of directors to receive such a  revocation.  Such action
shall  be  effective  at the time and  date it is  taken  unless  the  directors
establish a different effective time or date. Such action has the same effect as
action  taken at a meeting  of  directors  and may be  described  as such in any
document.

         2.12 Committees.  The Company shall have an executive committee,  audit
committee, compensation committee, and nominating committee as provided in these
bylaws.  Subject to applicable  provisions  of law, the board of  directors,  by
resolution  adopted by a majority of all  directors  then in office,  may create
other  committees  and appoint one or members of the board of directors to serve
on them.  The  provisions of these bylaws  governing  meetings,  action  without
meetings,  notice,  waiver of notice and quorum and voting  requirements  of the
board of directors shall apply to any committees so created or established under
these bylaws and to the members appointed thereto. Each committee created by the
board  or  established  under  these  bylaws  shall  have and may  exercise  the
authority of the board of directors  to the extent  specified in the  resolution
creating such committee, except that no such committee shall have authority to:
                    (a)      Declare dividends or distributions;
                    (b)      Approve or recommend to shareholders  actions or
                             proposals required by Colorado law to be approved
                             by shareholders;
                    (c)      Fill vacancies on the board of directors or any of
                             its committees;
                    (d)      Adopt, amend or repeal by-laws;
                    (e)      Approve a plan of merger not requiring shareholder
                             approval;
                    (f)      Authorize or approve  reacquisition  of shares
                             except according to a formula or method prescribed
                             by the board of directors; and
                    (g) Authorize or approve the issuance or sale of shares or a
         contract  for the sale of  shares  or  determine  the  designation  and
         relative rights preferences and class or series of shares;  except that
         the board of directors may authorize a committee or an officer to do so
         within the limits specifically prescribed by the board of directors.
                    (h)  Any  other   action   prohibited   under  the  Colorado
         Corporation Act as the same may be amended from time to time.

         2.13       Executive Committee.
         The executive committee shall consist of the president, chairman of the
board, if there be one, and such other directors as the board may determine. The
president shall act as chairman of the committee.  The executive committee shall
have and may  exercise all  authority of the board of directors  subject to such
limitations, if any, as may be prescribed by resolution of the board and by-laws
of the corporation, and except as provided by law.

         2.14       Audit Committee.
         The board of directors  shall, by resolution or resolutions,  designate
three  or more of its  independent  outside  directors  to  serve  on the  audit
committee of the board. The board shall designate one person from the members so
selected  to act as  chairman  of  the  committee.  The  audit  committee  shall
implement  and support the  oversight  function of the board by  reviewing  on a
periodic basis the  corporation's  processes for producing  financial  data, its
internal controls, and the independence of the corporation's external auditor.
In addition, it shall:
                    (a)      Recommend  the firm to be employed as the
                             corporation's  external  auditor and review the
                             proposed discharge of any such firm;
                    (b)      Review the external auditor's compensation and the
                             proposed terms of its engagement;
                    (c)      Review the appointment and replacement of the chief
                             financial officer of the company;
                    (d)      Serve as a channel of  communication  between the
                             external  auditor and the board and between the
                             chief financial officer of the company, and
                             the board;
                    (e)      Review the results of each external audit of the
                             corporation and any recommendations made by the
                             external auditor and the responses of management
                             to such recommendations; and
                    (f)      Such other matters as the audit  committee,  in its
                             sole discretion, deems advisable and necessary.

         2.15       Compensation Committee.
         The compensation committee shall be comprised of all of the independent
outside  directors of the company.  Each year  following  the annual  meeting of
shareholders,   the  board  of  directors   shall  appoint  a  chairman  of  the
compensation committee. The compensation committee shall:
                    (a)      Review and  recommend to the board,  or determine,
         the annual  salary,  bonus,  stock options, and other benefits, direct
         and indirect, of the officers of the company;
                    (b) Review new executive compensation programs;  review on a
         periodic   basis  the   operation   of  the   corporation's   executive
         compensation   programs  to   determine   whether   they  are  properly
         coordinated;   establish  and  periodically  review  policies  for  the
         administration of executive  compensation  programs;  and take steps to
         modify any  executive  compensation  programs  that yield  payments and
         benefits that are not reasonably related to executive performance;
                    (c)      Establish and periodically review policies in the
         area of management perquisites;
                    (d)      Be  responsible  for  insuring  that a proper
         system of  compensation  is in place to provide performance oriented
         incentives to management; and
                    (e)      Evaluate  the  president  and chief  financial
         officer's  performance  for  incentive purposes.

         2.16       Nominating  Committee.  The whole board of directors  shall
         act as a nominating  committee  for the election of new directors of
         the company.  The nominating committee shall:
                    (a)      By February 1 of each year,  nominate candidates
         for all directorships to be filled by the shareholders or the board;
                    (b)  Consider,  in  making  its  selection,  candidates  for
         directorships  proposed by the chief executive officer, the chairman of
         the board,  if any,  and within  the bounds of  practicability,  by any
         other senior executive or any director or shareholder;
                    (c) In selecting a candidate,  consideration should be given
         to the  skills and  characteristics  required  of board  members in the
         context  of the  current  makeup of the board and the  business  of the
         company.  The assessment should include,  but not be limited to, issues
         of diversity,  age and skills such as an  understanding of exploration,
         production,  marketing,  finance, regulation,  public and international
         markets;
                    (d) Each proposed nominee shall provide the corporation with
         such  information  concerning  himself as is required  under law, to be
         included in the corporation's  proxy statement  soliciting  proxies for
         his election as director; and
                    (e) Substitution of Nominees.  In the event that a person is
         validly designated as a nominee in accordance with paragraph (b) hereof
         and  shall  thereafter  become  unable  or  unwilling  to stand for the
         election to the board of directors may designate a substitute nominee.

         2.17  Compensation.  The  members  of the board of  directors  shall be
entitled to reasonable  compensation  for their  personal  services as such, and
shall  be  paid  such  compensation  as the  directors  may  from  time  to time
determine. However, no director who is also a salaried, full time officer of the
corporation shall receive compensation for his services as a director.

         2.18       Extra Services.
         If any director  performs  extra  services for the  corporation  at the
request of the board of directors,  the  corporation may remunerate the director
for so doing in such  manner as may be  determined  by the board  including  the
payment of expenses incurred in connection with such extra services.

                                  ARTICLE III
                                    OFFICERS

         3.01 General.  The  corporation  shall have as officers a president,  a
secretary,  and a treasurer,  who shall be appointed by the board of  directors.
The board of directors may  designate and appoint a chairman and other  officers
of the board. The board of directors may also designate,  as additional offices,
those of vice presidents, assistant secretaries,  assistant treasurers, and such
other  offices  as it may  deem  necessary  or  appropriate;  and the  board  of
directors,  the president, and such other officers as the board of directors may
authorize, acting singly, may make appointments to such offices. The officers of
the  corporation  shall exercise such authority and perform such duties as shall
be  determined  by these  by-laws  or the  board of  directors.  Any two or more
offices may be held by the same person. The officers of the corporation shall be
natural persons at least eighteen years old.

         3.02 Term of Office. The officers of the corporation shall be appointed
by the board of directors at each annual  meeting of the board of directors held
after each annual meeting of the shareholders. If the appointment of officers is
not made at such  meeting,  or if an officer or officers  are to be appointed by
another officer or officers of the corporation,  such appointments shall be made
as soon thereafter as convenient . Except as otherwise provided in Section 3.03,
each  officer  shall  hold  office  for  the  term  specified  in the  officer's
appointment  and, if applicable,  until the officer's  successor shall have been
appointed and qualified,  or until the officer's  earlier death,  resignation or
removal.

         3.03  Removal and  Resignation.  Any officer  appointed by the board of
directors  may be removed  at any time by the board of  directors.  Any  officer
appointed  by the  president  or other  person may be removed at any time by the
board of directors or by the  appointing  person.  Any officer may resign at any
time by giving written notice of resignation to any director (or to any director
other than the  resigning  officer if the  officer is also a  director),  to the
president, to the secretary, or to the officer who appointed. Acceptance of such
resignation  shall not be necessary to make it  effective,  unless the notice so
provides.

         3.04  Compensation.  Officers shall receive such compensation for their
services as may be fixed by the board of directors or by any officer  authorized
by the board of  directors to fix  compensation  of other  officers.  No officer
shall be prevented from receiving  compensation by reason of the fact that he or
she is also a director of the  corporation.  Appointment as an officer shall not
of  itself  create a  contract  or  other  right to  compensation  for  services
performed by such officer.

         3.05  Chairman of the Board.  The board of directors may elect from its
number a chairman  of the board.  The  chairman  of the board,  if there be one,
shall be an  independent  outside  director and shall preside at all meetings of
the board of  directors.  The chairman  shall act in a  non-executive  capacity;
shall have access to all corporate  information;  monitor officers' performance;
aid and  consult  with the  president;  assist the  president  in setting  board
meeting agendas;  facilitate  communications among other members of the board as
the president and chairman  mutually  agree. He shall have such other powers and
duties as may be prescribed by these by-laws and by the board of directors  from
time to time.

         3.06  President.  Subject to the  direction and control of the board of
directors, the president shall be the chief executive officer of the corporation
and as such shall have  general and active  control of its affairs and  business
and general supervision of its officers, agents and employees and shall see that
all orders and  resolutions  of the board of directors  are carried into effect.
The president may negotiate,  execute,  and deliver such contracts,  deeds,  and
other  instruments on behalf of the corporation as are necessary and appropriate
to the conduct of the business and affairs of the corporation or as are approved
by the board of  directors.  The  president  shall  preside at all  meetings  of
shareholders,  and the executive committee.  The president shall also preside at
all  meetings  of the  board of  directors  unless  the board of  directors  has
appointed  a chairman of the board.  The  president  shall have such  additional
authority  and  duties  as are  appropriate  and  customary  for the  office  of
president  and chief  executive  officer,  except as the same may be expanded or
limited by the board of directors from time to time.

         3.07 Vice Presidents.  The vice president,  if any (or if there is more
than one,  then each vice  president),  shall  assist  the  president  and shall
perform  such  duties  as may be  assigned  by the  president  or the  board  of
directors.  The vice  president,  if there is one (or if there is more than one,
then the vice president designated by the board of directors,  or if there is no
such  designation,  then the vice presidents in the order of their  appointment)
shall,  at the  request  of the  president,  or in the  president's  absence  or
inability  or refusal to act,  have the  powers  and  perform  the duties of the
president.
         3.08 Secretary.  The secretary shall, except to the extent delegated by
the board of directors to another  officer or officers:  (a) be responsible  for
the  preparation  and  maintenance  of the  minutes  of the  proceedings  of the
shareholders,  the board of directors and any committees of the board and of the
other  records  and  information  required to be kept by the  corporation  under
Section  7-116-101 of the Colorado  Business  Corporation  Act, or any successor
provision,  and for authenticating records of the corporation ; (b) see that all
notices to the  shareholders and directors are duly given in accordance with the
provisions  of these  bylaws  or as  required  by law;  (c) have  charge  of the
corporate  seal and  authority  to affix the  corporate  seal to any  instrument
requiring  it  and  attest  to  such  affixment;  (d)  be  responsible  for  the
maintenance of other  corporate  records and files and for the  preparation  and
filing of reports to governmental  agencies (other than tax returns),  except to
the extent any of such duties is  delegated  to another  officer or agent of the
corporation;  and (e) perform all other  duties  incident  or  customary  to the
office of  secretary  and such other duties as from time to time may be assigned
by the president or the board of directors. Assistant secretaries, if any, shall
have the same duties and powers, subject to supervision by the secretary.

         3.09 Treasurer.  The treasurer  shall:  (a) be the principal  financial
officer  of the  corporation  and  have  the  care  and  custody  of all  funds,
securities,  evidences  of  indebtedness  and  other  personal  property  of the
corporation  and deposit the same in  accordance  with the  instructions  of the
board of directors; (b) subject to any limits imposed by the board of directors,
receive and give receipts and  acquittances for moneys paid in on account of the
corporation,  and pay out of the funds on hand all  bills,  payrolls,  and other
just debts of the  corporation  of  whatever  nature upon  maturity;  (c) be the
principal accounting officer of the corporation;  (d) prescribe and maintain the
methods and systems of  accounting to be followed;  (e) keep complete  books and
records of  account;  (f)  prepare  and file all local,  state and  federal  tax
returns;  (g) prepare and furnish to the  president  and the board of  directors
statements of account showing the financial  position of the corporation and the
results  of its  operations;  and (h)  perform  all  other  duties  incident  or
customary to the office of  treasurer  and such other duties as may be from time
to time  prescribed  by the  president  or the  board  of  directors.  Assistant
treasurers,  if  any,  shall  have  the  same  powers  and  duties,  subject  to
supervision by the treasurer.


                                   ARTICLE IV
                                     SHARES

         4.01 Issuance of Shares. The issuance or sale by the corporation of any
shares of its  authorized  capital  stock of any  class  shall be made only upon
authorization  of the board of  directors.  No shares shall be issued until full
consideration  has been  received  therefor.  Every  issuance of shares shall be
recorded  on  books  maintained  for  such  purpose  by  or  on  behalf  of  the
corporation.

         4.02  Certificates.  Shares of stock issued by the corporation shall be
represented by certificates. Certificates shall be consecutively numbered, shall
be signed,  either  manually or by facsimile,  in the name of the corporation by
the president or a vice president and by the secretary or an assistant secretary
or by such  other  officer  or  officers  as may be  designated  by the board of
directors,  and shall  otherwise be in such form and contain  such  information,
consistent  with  law,  as  shall  be  prescribed  by the  board  of  directors.
Certificates  may, but need not be, sealed with the seal of the corporation,  or
with a facsimile thereof.  In case any officer who has signed or whose facsimile
signature  has been  placed upon such  certificate  shall have ceased to be such
officer before such  certificate is issued,  it may be issued by the corporation
with the same effect as if he or she were such officer at the date of its issue.

         4.03  Consideration  for  Shares.  Shares  shall  be  issued  for  such
consideration,  expressed in dollars, as shall be fixed from time to time by the
board of directors.  Such consideration may consist, in whole or in part, of any
tangible or intangible  property or benefit to the corporation,  including cash,
promissory  notes,  services  performed and other securities of the corporation.
Future services shall not constitute  payment or partial payment for shares. The
promissory  note of a  subscriber  or an  affiliate  of a  subscriber  shall not
constitute  payment or partial payment for shares unless the note is negotiable,
with  recourse  against  the maker and  secured  by  collateral,  other than the
shares, having a fair market value at least equal to the principal amount of the
note.

         4.04 Lost  Certificates.  In case of the alleged loss,  destruction  or
mutilation  of a  certificate  of stock,  the board of directors  may direct the
issuance of a new  certificate in lieu thereof upon such terms and conditions in
conformity with law as it may prescribe.  Before issuing a new certificate,  the
board of directors may in its discretion  require a bond in such form and amount
and with such surety as it may determine.

         4.05  Transfer of Shares.  Upon  surrender to the  corporation  or to a
transfer  agent of the  corporation  of a certificate  of stock duly endorsed or
accompanied  by proper  evidence  of  succession,  assignment  or  authority  to
transfer,  payment of all transfer  taxes,  if any, and the  satisfaction of any
other requirements of law,  including without limitation  evidence of compliance
with  all  applicable  securities  laws,  the  corporation  shall  issue  a  new
certificate  to the person  entitled  thereto,  and cancel the old  certificate.
Every such  transfer of stock  shall be entered on the books of the  corporation
maintained for such purpose by or on behalf of the corporation.  The corporation
or the  corporation's  transfer agent may require a signature  guaranty or other
reasonable  evidence that any  signature is genuine and effective  before making
any  transfer.  Transfers of  uncertificated  shares shall be made in accordance
with applicable provisions of law.

         4.06 Holders of Record.  Except to the extent the corporation otherwise
provides  pursuant to Section 4.07,  and except for the assertion of dissenters'
rights to the extent  permitted in the Colorado  Business  Corporation  Act, the
corporation  shall be entitled to treat the  registered  holder of any shares of
the  corporation as the owner thereof for all purposes and shall not be bound to
recognize  any  equitable  or other claim to, or interest  in, the shares on the
part of any other person,  whether or not the  corporation  shall have notice of
such claim or interest.

         4.07  Recognition   Procedure  for  Beneficial  Owners.  The  board  of
directors may  establish,  by  resolution,  a procedure by which the  beneficial
owner of shares that are  registered  in the name of a nominee is  recognized by
the corporation as the shareholder.  The procedure  established pursuant to this
Section may set forth the types of  nominees to which it applies,  the rights or
privileges  that the  corporation  recognizes  in a beneficial  owner (which may
include  rights  or  privileges  other  than  voting),  the  manner in which the
procedure may be used by the nominee,  the information  that must be provided by
the nominee when the  procedure is used,  the period for which the nominee's use
of the  procedure is  effective,  and any other aspects of the rights and duties
created thereby.


                                   ARTICLE V
                                INDEMNIFICATION

         5.01 Right to Indemnification.  The corporation shall indemnify, to the
fullest extent permitted by law (including  without  limitation in circumstances
in  which,  in the  absence  of this  Section  5.01,  indemnification  would  be
discretionary  under the laws of  Colorado  or limited or subject to  particular
standards  of conduct  under such  laws),  each of its  directors  and  officers
(hereinafter,  for  purposes of this  Article V,  individually  referred to as a
"party")  against  all  expenses,  liabilities  and  losses  (including  without
limitation expenses of investigation and preparation,  fees and disbursements of
counsel,  accountants  and other experts,  judgments,  fines and amounts paid in
settlement)  incurred  in,  relating  to or as a result of any  action,  suit or
proceeding  (collectively  referred to herein as a  "proceeding")  to which such
person may be involved or made a party by reason of serving or having  served as
a director or officer of the corporation or, at the request of the  corporation,
as a director, officer, manager, member, partner, trustee, employee,  fiduciary,
functionary  or agent  of any  other  corporation,  limited  liability  company,
partnership,  joint venture, trust, association,  employee benefit plan or other
entity or enterprise.

         5.02 Advance of  Expenses.  In the event of any  proceeding  in which a
party is  involved  or which may give rise to a right of  indemnification  under
Section 5.01,  following  written request to the  corporation by the party,  the
corporation  shall pay to the party,  to the  fullest  extent  permitted  by law
(including  without limitation in circumstances in which, in the absence of this
Section  5.02,  advance of  expenses  would be  discretionary  under the laws of
Colorado or limited or subject to  particular  standards  of conduct  under such
laws),  amounts to cover expenses  incurred by the party in, relating to or as a
result of such proceeding in advance of its final disposition.

         5.03  Settlements.  The  corporation  shall  not be liable  under  this
Article for any amounts paid in settlement of any  proceeding  effected  without
its written  consent.  The  corporation  shall not settle any  proceeding in any
manner that would impose any personal  penalty or  limitation on a party without
the party's written consent.  Consent to a proposed settlement of any proceeding
shall not be unreasonably withheld by either the corporation or the party.

         5.04 Burden of Proof.  If under  applicable  law the  entitlement  of a
party to be indemnified or advanced  expenses  pursuant to this Article  depends
upon  whether  a  standard  of  conduct  has been  met,  the  burden of proof of
establishing  that the party did not act in accordance  with such standard shall
rest with the corporation. A party shall be presumed to have acted in accordance
with such standard and to be entitled to  indemnification or advance of expenses
(as the case may be) unless,  based upon a  preponderance  of the  evidence,  it
shall be determined that the party has not met such standard. Such determination
and any evaluation as to the  reasonableness of amounts claimed by a party shall
be made by the  board of  directors  or such  other  body or  persons  as may be
permitted by law.

         5.05  Notification  and Defense of Claim.  Promptly  after receipt by a
party of notice of the  commencement  of any  proceeding,  the party shall, if a
claim for  indemnification  in respect  thereof may or will be made  against the
corporation  under  this  Article,  notify  the  corporation  in  writing of the
commencement  thereof;  provided,  however,  that  delay  in  so  notifying  the
corporation  shall not constitute a waiver or release by the party of any rights
under this Article.  With respect to any such  proceeding:  (a) the  corporation
shall be entitled to  participate  therein at its own  expense;  (b) any counsel
representing  the party to be  indemnified  in  connection  with the  defense or
settlement  thereof shall be counsel mutually  agreeable to the party and to the
corporation; and (c) if the corporation admits that such party would be entitled
to  indemnification  under this Article in connection with such proceeding,  the
corporation  shall have the right,  at its  option,  to assume and  control  the
defense or settlement  thereof,  with counsel  satisfactory to the party. If the
corporation  assumes  the  defense of the  proceeding,  the party shall have the
right to employ  its own  counsel,  but the fees and  expenses  of such  counsel
incurred  after notice from the  corporation of its assumption of the defense of
such  proceeding  shall be at the expense of the party unless (i) the employment
of such counsel has been  specifically  authorized by the corporation,  (ii) the
party shall have  reasonably  concluded that there may be a conflict of interest
between  the  corporation  and the party in the  conduct of the  defense of such
proceeding,  or (iii) the corporation shall not in fact have employed counsel to
assume the defense of such  proceeding.  Notwithstanding  the  foregoing,  if an
insurance  carrier has  supplied  directors  and  officers  liability  insurance
covering a proceeding  and is entitled to retain counsel for the defense of such
proceeding,  then the  insurance  carrier  shall  retain  counsel to conduct the
defense  of such  proceeding  unless  the  party and the  corporation  concur in
writing that the insurance carrier's doing so is undesirable.

         5.06 Payment  Procedures;  Enforcement.  The corporation shall promptly
act upon a party's written request for  indemnification  or advance of expenses.
The right to  indemnification  and advance of expenses  granted by this  Article
shall be enforceable in any court of competent  jurisdiction  if the corporation
denies the claim,  in whole or in part,  or if no  disposition  of such claim is
made within sixty days after the written request for  indemnification or advance
of expenses is made. If successful in whole or in part in such suit, the party's
expenses  incurred in bringing and prosecuting  such claim shall also be paid by
the corporation.

         5.07 Other  Payments.  The  corporation  shall not be liable under this
Article  to make any  payment  in  connection  with any  proceeding  against  or
involving  a party to the  extent  the party  has  otherwise  actually  received
payment  (under any  insurance  policy,  agreement or  otherwise) of the amounts
otherwise  indemnifiable  hereunder.  A party shall repay to the corporation the
amount of any payment the  corporation  makes to the party under this Article in
connection with any proceeding against or involving the party, to the extent the
party has otherwise  actually  received  payment  (under any  insurance  policy,
agreement or otherwise)  of such amount.  In the event of any payment under this
Article,  the  corporation  shall be subrogated to the extent of such payment to
all of the rights of recovery of the  indemnified  party,  who shall execute all
papers  and do  everything  that may be  necessary  to  assure  such  rights  of
subrogation to the corporation.

         5.08 Liability  Insurance.  The  corporation  may purchase and maintain
insurance on behalf of any person who is or was a director,  officer,  employee,
fiduciary or agent of the corporation or who is or was serving at the request of
the  corporation as a director,  officer,  manager,  member,  partner,  trustee,
employee,  fiduciary,  functionary  or agent of any other  corporation,  limited
liability company,  partnership,  joint venture,  trust,  association,  employee
benefit  plan or other  entity or  enterprise  against  any  liability  asserted
against and incurred by such person in any such  capacity or arising out of such
person's status as such,  whether or not the corporation would have the power to
indemnify  such person  against  such  liability  under the  provisions  of this
Article.

         5.09 Other  Rights and  Remedies.  The  rights to  indemnification  and
advance of expenses  provided by this Article shall be in addition to, and shall
not be in limitation of, any other rights a party may have or hereafter  acquire
under any law, provision of the articles of incorporation,  any other or further
provision of these bylaws,  vote of the shareholders or directors,  agreement or
otherwise.  The corporation shall have the right, but shall not be obligated, to
indemnify  or  advance  expenses  to any  employee,  fiduciary  or  agent of the
corporation  not  otherwise  covered  by  this  Article  to the  fullest  extent
permitted by law.  Unless  otherwise  provided in any  separate  indemnification
arrangement,  any such indemnification or advance of expenses shall be made only
as authorized in the specific case by the board of directors.

         5.10  Applicability;  Effect. The rights to indemnification and advance
of expenses  provided by this Article  shall be  applicable to acts or omissions
that occurred  prior to the adoption of this Article,  shall  continue as to any
party  entitled to  indemnification  under this  Article  during the period such
party serves in any one or more of the capacities covered by this Article, shall
continue  thereafter  so  long  as the  party  may be  subject  to any  possible
proceeding by reason of the fact that the party served in any one or more of the
capacities covered by this Article, and shall inure to the benefit of the estate
and personal  representatives of each such person. Any repeal or modification of
this Article or of any Section or provision  hereof shall not  adversely  affect
any rights or obligations  then existing.  All rights to  indemnification  under
this  Article  shall  be  deemed  to  be  provided  by a  contract  between  the
corporation and each party covered hereby.

         5.11 Severability. If any provision of this Article shall be held to be
invalid,  illegal or unenforceable  for any reason  whatsoever (a) the validity,
legality and  enforceability  of the remaining  provisions of this Article shall
not in any way be affected or impaired  thereby,  and (b) to the fullest  extent
possible,  the remaining  provisions of this Article shall be construed so as to
give  effect to the intent of this  Article  that each party  covered  hereby is
entitled to the fullest protection permitted by law.

         5.12  Expenses  as a  Witness.  The  Corporation  may pay or  reimburse
expenses  incurred  by a director,  officer,  employee,  fiduciary,  or agent in
connection  with an appearance as a witness in a Proceeding at a time when he or
she has not been made a named defendant or respondent in the Proceeding.

         5.13 Notice to Shareholders. If the corporation indemnifies or advances
Expenses to a director under this Article in connection  with a Proceeding by or
in the right of the  corporation,  the corporation  shall give written notice of
the indemnification for advance to the shareholders with or before the notice of
the next shareholder's  meeting. If the next shareholder action is taken without
a meeting at the  instigation  of the board of  directors,  such notice shall be
given to the  shareholders at or before the time the first  shareholder  signs a
writing consenting to such action.

                                   ARTICLE VI
                                 MISCELLANEOUS

         6.01 Corporate  Seal. The corporate  seal of the  corporation  shall be
circular  in form and shall  contain the name of the  corporation  and the words
"Seal,  Colorado." The seal may be used by causing it or a facsimile  thereof to
be impressed, affixed, manually reproduced or rubber stamped with indelible ink.

         6.02       Fiscal  Year.  The  fiscal  year of the  corporation  shall
be on a  calendar  year basis or as otherwise established by resolution of the
board of directors.

         6.03  Manner  of  Giving  Notice;  Effectiveness.  Whenever  notice  is
required by law,  the articles of  incorporation  or these bylaws to be given to
any shareholder or director, such notice shall be in writing (unless oral notice
is  reasonable  under  the  circumstances)  and may be  given  in  person  or by
telephone,  telegraph,  teletype,  electronically transmitted facsimile or other
form or wire or wireless  communication,  first class,  certified or  registered
mail,  private  courier or in any other  manner  permitted  by law.  If written,
notice shall be effective as to each such  shareholder or director,  as the case
may be may, as follows:  (a) in the case of notice mailed by the  corporation to
the  shareholders,  upon  deposit in the United  States  mail,  addressed to the
shareholder at the address as it appears in the corporation's  current record of
shareholders and with first class postage  prepaid;  and (b) in all other cases,
the  earliest  of (i) the date  received,  (ii) five days  after  deposit in the
United States mail  (properly  addressed and with first class postage  prepaid),
and (iii) the date  shown on the  return  receipt,  if mailed by  registered  or
certified  mail,  return receipt  requested,  and the receipt is signed by or on
behalf of the addressee.  Oral notice is effective when  communicated.  If three
successive  notices  (whether  with  respect  to a meeting  of  shareholders  or
otherwise)  are given by the  corporation  to a shareholder  and are returned as
undeliverable,  no further notices to such shareholder  shall be necessary until
another address for the shareholder is made known to the corporation.

         6.04  Receipt  of  Notices  by the  Corporation.  Except  as  otherwise
expressly provided herein,  notices,  shareholder  writings consenting to action
and  other  documents  and  writings  shall  be  deemed  to be  received  by the
corporation when they are actually received: (a) at the registered office of the
corporation  addressed to the registered  agent;  (b) at the principal office of
the  corporation (as that office is designated in the most recent document filed
by  the  corporation  with  the  Colorado  Secretary  of  State  providing  such
information)  addressed  to  the  corporation  or to the  secretary;  (c) by the
president or the  secretary  wherever  that officer may be found;  or (d) by any
other  person  authorized  from  time to time by the  board  of  directors,  the
president or the  secretary to receive such  writings,  wherever  such person is
found.

         6.05 Amendments. The board of directors or shareholders may make, amend
and repeal the  bylaws of the  corporation  at any time and from time to time as
provided by law.

         6.06 Voting of Securities by the Corporation. Unless otherwise provided
by  resolution  of the board of  directors,  on behalf of the  corporation,  the
president or any vice president shall, unless otherwise directed by the board or
directors,  attend in person or by substitute  appointed by him or her, or shall
execute on behalf of the corporation written  instruments  appointing a proxy or
proxies to represent the  corporation  at, all meetings of the  shareholders  or
members of any other  corporation  or entity in which the  corporation  holds an
interest,  and may, on behalf of the corporation,  in person or by substitute or
by proxy,  execute  written  waivers of notice and consents  with respect to any
such  meetings.  At all such  meetings or  otherwise,  the president or any vice
president,  in person or by substitute or by proxy, may vote and execute written
consents and other  instruments  with respect to such  interest and may exercise
any and all  rights and  powers  incident  to the  ownership  of such  interest,
subject, however, to the instructions, if any, of the board of directors.

         The undersigned,  being the duly elected and acting secretary of Equity
Oil Company,  hereby  certifies  that the  foregoing  bylaws were adopted as the
bylaws of the corporation by the board of directors on January 25, 1996.



                                                    /S/ CLAY NEWTON
                                                    CLAY NEWTON, Secretary